State Seals of Member Schools
Articles of Incorporation of
CONSORTIUM OF SOUTH EASTERN LAW LIBRARIES
A Florida Not for Profit Corporation

ARTICLE ONE. NAME

The name of this corporation is Consortium of South Eastern Law Libraries.

ARTICLE TWO. STATEMENT OF CORPORATE NATURE

This is a nonprofit corporation organized solely for general charitable purposes pursuant to the Florida Not For Profit Corporation Act set forth in Part I of Chapter 617 of the Florida Statutes.

ARTICLE THREE. PURPOSES
The specific and primary purposes for which this corporation is formed are to operate for the advancement of education and research and for other charitable purposes, and particularly for cooperative endeavors among the law school libraries of the Southeastern United States.

The general purposes for which this corporation is formed are to operate exclusively for such educational purposes as will qualify it as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws, including, for such purposes, the making of distributions to organizations qualifying as tax-exempt organizations under that Code.

This corporation shall not, as a substantial part of its activities, carry out propaganda or otherwise attempt to influence legislation; not shall it participate or intervene (by publication or distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office.

ARTICLE FOUR. DEDICATION OF ASSETS

The property of this corporation is irrevocably dedicated to educational purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private individual.

ARTICLE FIVE. MEMBERSHIP

The corporation shall have a membership distinct from the board of directors. Membership is institutional, and is open to any law school library in the states of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Virginia or West Virginia and to any law school library located in Puerto Rico and the District of Columbia, paying dues as provided for in the bylaws and agreeing to be bound by the articles of incorporation of this corporation, by its bylaws, and by such rules and regulations as the directors may form time to time adopt. The directors shall from time to time prescribe the form and manner in which application may be made for membership.

ARTICLE SIX. LOCATION OF INITIAL REGISTERED
OFFICE AND NAME OF INITIAL REGISTERED AGENT

The street address of the initial registered office of the corporation is University of Miami Law Library, San Amaro and Miller Drives, City of Coral Gables, County of Dade, State of Florida 33146.

The mailing address of the initial registered office of the corporation is University of Miami Law Library, P.O. Box 248087, Coral Gables, Florida 33124.

The name of the initial registered agent at such address is Westwell R. Daniels.

ARTICLE SEVEN. INITIAL DIRECTORS

There shall be five directors constituting the initial board of directors.

The name and address of each person who is to serve as an initial director are:

William J. Beintema
University of Tennessee Law Library
1505 W. Cumberland Avenue
Knoxville, Tennessee 37996

Westwell R. Daniels
University of Miami Law Library
P.O. Box 248087
Coral Gables, Florida 33124

Bruce S. Johnson
Coleman Karesh Law Library
University of South Carolina
Columbia, South Carolina 29208

Robin K. Mills
Gambrell Hall
Emory University Law Library
Atlanta, Georgia 30322

Larry B. Wenger
University of Virginia Law Library
Charlottesville, Virginia 22901

RTICLE EIGHT. INCORPORATORS

The names and addresses of the incorporators of this corporation are the same as the names and addresses of the initial directors listed in Article Seven of these Articles of Incorporation.

ARTICLE NINE. MANAGEMENT OF CORPORATE AFFAIRS

(a) Board of Directors. The powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by a board of directors. The number of directors of the corporation shall be eight; provided, however, that such number may be changed by a bylaw duly adopted by the members.

The directors named in Article Seven shall hold office until the first annual meeting of members to take place after incorporation. Prior to that meeting, an election of directors shall take place, according to provisions of the bylaws of the corporation.

Directors elected in the first election, and at all times thereafter, shall serve for a term of two years; except that the bylaws may provide for a different term of office for some of the directors elected in the first election following incorporation, in order to introduce a system of staggered terms for directors.

(b) Corporate Officers. The members of the corporation shall elect the following officers: Chair, Vice-Chair, Secretary, and Treasurer, and such other officers as the bylaws of this corporation may authorize the members to elect from time to time. Such officers shall be initially elected, prior to the first annual meeting of members to take place after incorporation, in an election held according to the provisions of the bylaws of the corporation. Until such election is held, the following persons shall serve as corporate officers:

Chair: Robin K. Mills
Vice-Chair: Bruce S. Johnson
Secretary: Westwell R. Daniels
Treasurer: Larry B. Wenger

ARTICLE TEN. DISTRIBUTION OF
ASSETS

Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation, shall be distributed to a nonprofit fund, foundation or corporation organized and operated exclusively for educational purposes which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

ARTICLE ELEVEN. AMENDMENT OF ARTICLES

Amendments to these articles of incorporation may be proposed by a resolution adopted by the Board of Directors and presented to the members for their vote, or by a petition signed by one-third of the members of the corporation. Amendments may be adopted by the vote of two-thirds of the members of the corporation.

We, the undersigned, being the incorporators of this corporation, for the purpose of forming this nonprofit charitable corporation under the Laws of the State of Florida have executed these articles of incorporation on December 1, 1986.

William J. Beintema

Bruce S. Johnson

Robin K. Mills

Larry B. Wenger

Westwell R. Daniels

Amended 3/25/94
Amended 4/07/95

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